Good day, and welcome to the Montrose Environmental Group, Inc. Second Quarter 2024 Earnings Call. Please note this event is being recorded. And now, I'd like to turn the conference over to Adrianne Griffin, Senior Vice President, Investor Relations and Treasury. Please go ahead.

Thank you, operator. Welcome to our second quarter 2024 earnings call. Joining me on the call are Vijay Manthripragada, our President and Chief Executive Officer; and Allan Dicks, our Chief Financial Officer. During our prepared remarks today, we will refer to our earnings presentation, which is available on the Investors section of our website. Our earnings release is also available on the website. Moving to Slide 2. I would like to remind everyone that on today's call, we will include forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ in a material way due to known and unknown risks and uncertainties that should be considered in evaluating our operating performance and financial outlook. We refer you to our recent SEC filings, including our annual report on Form 10-K, for the fiscal year ended December 31, 2023, which identify the principal risks and uncertainties that could affect any forward-looking statements as well as future performance. We assume no obligation to update any forward-looking statements. On today's call, we will discuss or provide certain non-GAAP financial measures, including consolidated adjusted EBITDA, adjusted net income, and adjusted net income per share. We provide these non-GAAP results for informational purposes and they should not be considered in isolation from the most directly comparable GAAP measures. Please see the appendix to the earnings presentation or our earnings release for a discussion of why we believe these non-GAAP measures are useful to investors, certain limitations of using these measures, and a reconciliation to their most directly comparable GAAP measure. With that, I would now like to turn the call over to Vijay, beginning on Slide 4.

Thank you, and welcome to all of you joining us today. I wanted to start by introducing Adrienne Griffin, who is our new Head of Investor Relations. She brings a stellar depth of IR experience to Montrose. And as we continue to increase our stakeholder engagement, we look forward to introducing her to all of you in the very near future. Welcome, Adrienne, and thank you. I will open my remarks with an update on our business, operations, and strategy. Allan will then provide the financial highlights. And following our prepared remarks, we will hold a Q&A session. While today's call will highlight second quarter and year-to-date performance, it's important to reiterate that our business is best assessed on an annual basis. Demand for environmental solutions does not consistently follow quarterly patterns, and we manage our operations with annual perspectives. We are pleased to report our second quarter and first half results, which included our highest ever revenue and adjusted EBITDA. Our solid operational performance and ability to capitalize on demand momentum across our business continue to be driven by our dedicated colleagues around the world, and I would like to thank them for their substantial contributions to our collective success. Our stellar quarterly results included 9% revenue growth and 10% adjusted EBITDA growth. Organic revenue growth across most of our businesses contributed to our record performance. Our organic growth trajectory continues to be positively impacted by further IP development and cross-selling success. We expect continued strong organic growth in the back half of the year, and we reaffirm our full-year 2024 organic growth expectation of 10% to 12%. Our focus on strengthening and optimizing margins was evident in our quarterly results, as we reported a 20-basis-point increase in consolidated adjusted EBITDA margins compared to the prior year period. Cross-selling success contributed to margin expansion in all three segments, and this is despite the impact of Matrix. And Matrix remains a bright spot and is now realizing low double-digit adjusted EBITDA margins in the quarter. While we are pleased with the significant profitability improvement our team has achieved since acquiring Matrix in June of last year, we remain focused on further optimization. Turning now to Slide 7. Since our prior update in May and following our equity capital raise, we have maintained our cadence of highly strategic M&A. In June of this year, we acquired Paragon, an exceptional addition to our Canadian footprint and an expansion of our environmental consulting and engineering services in Canada. In July, we acquired Spirit Environmental, a leader in air permitting and modeling, which also enables geographic expansion across the U.S. Mountain and Gulf states. Though both transactions are relatively small, they are very strategically additive to Montrose, and we are thrilled to welcome these new colleagues to Montrose. Our M&A pipeline remains robust and includes numerous opportunities for the coming 12 to 18 months. Regarding secular tailwinds, we remain as confident as ever in Montrose's ability to capitalize on the broad catalysts impacting our end markets. As our customers react to anticipated regulatory complexity following recent U.S. Supreme Court decisions, and as our customers work to comply with state and local regulatory requirements and respond to stakeholder encouragement, demand for Montrose's suite of innovative environmental services technology and solutions grows in tandem. We remain very positive on the long-term upside from regulatory drivers and complexity, which I will discuss in detail shortly. I will now discuss our second quarter performance by segment, the details of which are found on Slides 13 through 15. Within our Assessment, Permitting and Response segment, during the second quarter, we saw robust demand for our advisory services, as well as growing cross-selling success across multiple business lines. The increase in segment margin was primarily driven by solid organic growth. This segment also includes our environmental emergency response business, and revenue associated with these emergency events does not follow a regular pattern, and emergency response revenue was down substantially in the second quarter because of a response that occurred last year and did not recur this year. Within the Measurement and Analysis segment, we are seeing the benefits of continued state, local and federal regulations. Our comparative market outperformance has been primarily organic, driven by our lab services, PFAS, and air testing services. Continued project wins, such as our support of the Department of Defense, are driving success in this segment. Margins during the quarter were higher year-over-year, mainly due to revenue growth and operating leverage. Within our Remediation and Reuse segment, revenue growth benefited from acquisitions in the prior-year period, including Matrix, and strong organic revenue growth in our soil and groundwater remediation business, which more than offset an expected decline in our water treatment and renewable services, which we expect will be back on a solid growth trajectory later this year and into 2025 and beyond. Margins during the quarter increased compared to the prior year, given strong operational improvement in Matrix, acquisitions and organic revenue growth in our soil and groundwater remediation business. We are thrilled to see increasing revenues and margins from Matrix, validating our integrated strategy and further substantiating the acquisition component of our method of creating value for our shareholders. Next, I will discuss a few recent regulatory developments and the foundation for our long-term growth outlook. As we discussed on a recent webcast available on our website, the U.S. Supreme Court recently issued several sweeping opinions. In aggregate, they appear to limit the authority of federal agencies, including the U.S. EPA, to interpret ambiguous federal statutory provisions. This may open the door to litigation by potentially affected parties who seek to challenge prior interpretations of agency rules within a 6-year statute of limitations. These rulings have introduced quite a bit of uncertainty into our marketplace. Long-term, we believe uncertainty will be lower because shifts in political parties overseeing the EPA will have less of an impact on the statutorily authorized activities of the U.S. EPA. For Montrose, our short-term and long-term business outlook remains unchanged. In fact, we anticipate incremental opportunities arising from the increased regulatory complexity these rulings are likely to introduce. Uncertainty and complexity tend to drive demand for our advisory and consulting services. As a result of these rulings, we also expect state and local regulatory bodies who retain significant enforcement authority to continue and potentially increase their efforts to enforce existing regulations. This shift benefits Montrose, given our strong capabilities to serve our clients across multiple state and local jurisdictions. State-level regulations often require more localized expertise, which is a strength of ours and a key differentiator in our business model. In terms of client sentiment, major clients across a diverse cross-section of our end markets, with whom we spoke, have indicated they are staying the course in terms of their existing environmental compliance programs and corporate sustainability goals, and they do not foresee any immediate changes in demand for Montrose's services. This sentiment reinforces our confidence in our reiterated business outlook. While the regulatory landscape is evolving, Montrose is well positioned to navigate these changes and capitalize on the opportunities presented. Our business remains anchored on stable longstanding regulations that we believe are unlikely to change as a result of this shift in legal doctrine. As it relates to other regulatory updates, we've seen continued momentum from the U.S. EPA with regards to PFAS. Building on the EPA's final National Primary Drinking Water Regulation for 6 PFAS compounds issued in April, the Comprehensive Environmental Response, Compensation, and Liability Act, also known as CERCLA, hazardous substance designation for PFOA and PFOS, was finalized in May and became effective on July 8, 2024. This CERCLA regulation triggers the requirement for immediate reporting of releases of 1 pound or more of either substance. Additionally, CERCLA liability for both chemicals is now in effect. As we mentioned last quarter, we expect this regulatory update to enhance our access to the approximately $200 billion addressable market for Montrose based on the number of impacted facilities we could engage. While still in its early stages, we anticipate demand for PFAS will ramp up over time. Importantly, we do not anticipate the recent Supreme Court rulings to impact this major milestone in PFAS remediation. Regarding methane emissions, in June, the EPA opened applications for $850 million in federal funding for projects that will help monitor, measure, quantify, and reduce methane emissions from the oil and gas sector. This funding is designed to help mitigate legacy air pollution, create energy jobs in disadvantaged communities, reduce waste and inefficiencies, and realize near-term emissions reductions. This presents longer-term tailwinds for our emissions measuring, monitoring, and assessment solutions as clients evaluate their environmental impacts. The Supreme Court and Congress in the United States have already weighed in on methane emissions regulations, so we don't expect a change to our growth thesis in energy end markets. With regards to the political landscape and the upcoming U.S. presidential election, we remain confident in Montrose's ability to perform well regardless of the outcome. As we've demonstrated on Slide 8, our strong performance existed during the Biden, Trump, and Obama administrations. This was by design. Our business model was designed to be resilient and largely insulated from the political swings at the federal level, which we've demonstrated repeatedly. We expect this trend to hold true going forward, given our limited exposure to any one end market and the higher relative influence of state and local environmental regulations on our customer activity. While our business mix may shift from period to period, we remain as well positioned as ever to benefit from the evolving landscape. In summary, I'm extremely proud of our team's performance this quarter to close out a strong first half of 2024. The continued organic growth in our business reflects the resilience of our business model and ramping demand for our environmental solutions as our customers increasingly choose Montrose's portfolio of differentiated solutions to work through complex environmental situations. Looking to the remainder of the year, we are as confident as ever, given the evolving regulatory landscape and the growing environmental concerns in our end markets. We are reiterating our full-year revenue guidance of $690 million to $740 million, and consolidated adjusted EBITDA guidance of $95 million to $100 million. We expect to see significant opportunities for both organic growth and further strategic acquisitions in the coming quarters. With that, I'll hand it over to Allan. Thank you.

Thanks, Vijay. We delivered another quarter of strong financial performance as we continue to execute according to plan. Organic growth remained robust, given increased traction with our cross-selling initiatives and continued pricing success. We were also pleased to drive positive contributions from our recently acquired businesses. Our strategic investments better position us to capitalize on demand and our growth drivers remain intact. Moving to our revenue performance on Slide 10. Our second quarter revenues increased to a record $173.3 million, or an 8.9% increase compared to the prior year quarter. First half revenues of $328.7 million increased 13.1% versus the prior year period. The primary drivers of growth in both periods were strong organic revenue growth in our Assessment, Permitting and Response and the M&A segments and the contribution of acquisitions, partially offset by lower environmental emergency response and water treatment revenues, and the shift away from lower margin revenue in our renewable services business completed in the latter part of last year. Looking at our consolidated adjusted EBITDA performance on Slide 11. In the second quarter, we reported a record $23.3 million, or 13.5% of revenue. This compares favorably to consolidated adjusted EBITDA of $21.2 million, or 13.3% of revenue in the prior year quarter. First half 2024 consolidated adjusted EBITDA was $40.2 million, or 12.2% of revenue, compared to consolidated adjusted EBITDA of $37.8 million, or 13% of revenue. The increase in consolidated adjusted EBITDA was primarily due to higher revenues, driven by organic growth and acquisitions. Consolidated adjusted EBITDA as a percentage of revenues decreased due to Matrix, which despite continued improvement in EBITDA margins since acquisition, has not yet achieved our mid-teens EBITDA margin target. Moving to a review of adjusted net income on Slide 12. We reported diluted adjusted net income per share of $0.20 in the second quarter of 2024 compared to $0.29 in the prior year quarter. For the first half of this year, we reported diluted adjusted net income per share of $0.37 compared to $0.47 in the prior year period. The change in both periods was mainly driven by an increase in interest and tax expenses, partially offset by improved results from operations, lower dividends on our Series A-2 preferred stock, and a higher weighted average outstanding share count. As a reminder, during the third quarter of 2023, we changed our tax methodology for adjusted net income, as reflected in the adjusted net income reconciliation table in the appendix, for the current and prior periods. Please note our adjusted net income per diluted share attributable to common stockholders is calculated using adjusted net income attributable to stockholders divided by fully diluted shares. We believe this net income methodology is the most helpful net income metric to Montrose and to common equity investors. Turning to our business segments beginning on Slide 13, I'll focus my comments on the second quarter. In our Assessment, Permitting and Response segment, second quarter revenue was $53.4 million, compared to $61.4 million in the prior year quarter, as solid organic growth in our advisory business line was more than offset by a $14.7 million decline in environmental emergency response revenues. AP&R segment adjusted EBITDA was $12.6 million, or 23.6% of revenue, up from 22.5% in the prior year, reflecting favorable business mix. Long-term margins in the segment are expected to be 20% to 25%. In our Measurement and Analysis segment, revenue for the quarter increased 9.5% to $54.8 million, primarily attributable to organic growth. M&A adjusted EBITDA increased 14.6% to $12.4 million, or 22.5% of revenue, a 90-basis-point margin improvement over the prior year quarter due to revenue growth and operating leverage. We reiterate our expectation for long-term annual margins in the segment to be between 18% and 20%. In our Remediation and Reuse segment, second quarter revenues increased 36.6% to $65.1 million, primarily due to the acquisition of Matrix, partially offset by the shift in our renewable service business to focus on higher-margin revenue projects as well as expected lower water treatment revenues. Segment adjusted EBITDA margin improved due to acquisitions and improved Matrix margins. The improvement in Matrix is a result of our margin optimization efforts, and this business remains on track to achieve a mid-teen adjusted EBITDA margin by the end of 2024 on an annualized run rate basis. We continue to expect organic growth and margin expansion in this segment for the full year. Moving to a review of our cash flow and capital structure on Slide 16. Year-to-date cash flow used in operating activities was $21.1 million compared to cash generated of $24.5 million in the prior year. Lower cash flow from operations was driven primarily by an increase in receivables related to the integration of Matrix earlier this year and several large new projects. Cash flow from operating activities is expected to improve over the balance of the year as the nonseasonal increase in accounts receivable is temporary. There are no collection issues or credit problems with these large, well-established customers. Operating cash flow in the back half of the current year is expected to be up significantly versus the second half of 2023. In April, we completed a follow-on equity offering, raising net proceeds of approximately $121.8 million, providing further flexibility to continue M&A and organic investments. We have already deployed $27 million of this to work via the acquisitions of Paragon and Spirit. At the end of the quarter, we had $188.3 million of liquidity, including $16.9 million of cash on hand, and $171.4 million of availability on our credit facility. Our leverage ratio as of June 30, 2024, was 2.4x and well within our long-term operating leverage target of below 3.5x. Moving to our reiterated full-year outlook on Slide 18. Based on the performance in the first half and our conviction in the second half, we reiterate our outlook for full-year 2024 revenues to be in the range of $690 million to $740 million, and consolidated adjusted EBITDA to be in the range of $95 million to $100 million. Our 2024 outlook remains anchored on our expectation for low double-digit organic revenue growth and margin expansion over the prior year, and includes an expectation for full-year emergency response revenues to be in the $50 million to $70 million range. As we highlighted last quarter, we expect to generate roughly 60% of our full-year 2024 adjusted EBITDA in the back half of the year, primarily due to the timing of recent acquisitions, Matrix seasonality, and project timing. As compared to the prior year period, we expect third quarter 2024 revenue growth of approximately 10%, along with adjusted EBITDA margin improvement of approximately 100 basis points. Third and fourth quarter 2024 adjusted EBITDA is expected to be similar. Overall, we remain as optimistic as ever in the strength of our business and our ability to capitalize on the many growth avenues we see before us. Our second-quarter results reflect strong execution at all levels of our business and the successes we are seeing with our cross-selling and margin-enhancing initiatives. With the recent additions to our service portfolio from our acquisitions, Montrose is well positioned to meet the growing needs for our differentiated environmental solutions.

And today's first question comes from Tim Mulrooney with William Blair.

Just to start out, level set here, you guys highlighted robust organic growth in the second quarter several times in your prepared remarks. I don't think I caught what that was.

Yes, Tim, we don't break out our quarterly organic, as you know, but we wanted to indicate that we are well on our way to achieving our annual organic guidance of 10% to 12%. We're feeling like we're in a very good spot, given the cadence of the business both in the first and second quarters and what we can see for Q3 and Q4.

I mean, it must have been strong then. So that's helpful color. Shifting gears, Vijay, I know that water treatment business was lower in the second quarter. Is that something we should expect for the back half of 2024 as well? Just curious, based on what you see in your backlog today or with customer conversations, like when you might expect that to begin to grow again on a year-over-year basis?

Let me share some key themes, Tim, and then I will address the first half, second half, and year-over-year aspects. The pace of our discussions regarding treatment has significantly increased. While the adoption curve has lengthened, the potential for Montrose appears much greater. We are optimistic about our long-term outlook. Specifically, PFAS water treatment is seeing growth in the second half of the year compared to the first half, which is included in our guidance. Additionally, our broader treatment technology business, which includes water treatment and renewables, is also experiencing year-over-year growth. We are observing strong secular tailwinds in this sector, though we are viewing the timing more in terms of medium to long-term rather than quarterly results. Furthermore, PFAS encompasses more than just water treatment; it also extends to our advisory and testing business. Much of the significant organic growth in these segments is largely due to our strong presence in the PFAS advisory and testing markets.

Yes, Vijay, if I could just sneak one more in. Sorry. But on that point, as more and more water systems begin implementing PFAS testing programs over the next few years, I'm just curious if you've already seen a step up in demand there yet in your labs business, or if it's just too early to say that there's been an impact there from the...

No, we have. If you look at our testing segment, Tim, that growth is all organic. We haven't, I don't believe, completed any acquisitions in that segment, and PFAS is a big part of that.

And the next question comes from Jim Ricchiuti with Needham & Company.

Two questions. First, and I know it's still very early in light of the Supreme Court ruling, but what I'm wondering is, as you think about '25 and possibly even '26, and think about M&A in a post-Chevron world, are you thinking about it any differently? And maybe even before we talk about the M&A point, are you considering any changes in the way you allocate resources across the business lines in light of the ruling?

In response to Chevron, we believe there will be more opportunities than risks. The regulations affecting Montrose are clearly within the EPA's authority, and many of the existing regulations have been in place for decades. Recent regulations regarding PFAS and methane have been established through Congressional Acts. We do not foresee significant disruptions in our business due to Chevron. While challenges may arise, as is common with specific regulatory technicalities, this is expected. Therefore, we are unlikely to change our actions. Additionally, Chevron may shift more influence to state and local regulators, where we excel due to our local market expertise. We anticipate increased activity in select markets where we can continue to provide services. Over the past few years, we have expanded internationally at the request of our clients, and about 20% of Montrose's revenue now comes from outside the U.S., which remains unaffected by Chevron. Our business diversity, established over the years, means our trajectory is largely unaffected. In fact, we believe Chevron could offer more certainty in the long run, as significant changes in political philosophy would have less impact if regulations are mandated by law. For all these reasons, we remain committed and optimistic about the future.

Follow-up question, actually separate topic. I wanted to ask about gross margins, which I know you don't guide to. But the fact is, these are the highest gross margins that I can recall. And so, I wonder if you could talk perhaps to the improvement in the quarter and, yes, any color in perhaps how we should be thinking about gross margins going forward.

Yes. Gross margins, Jim, are closely tied to our operating EBITDA margin, right? So the drivers of operating EBITDA margin, which you've seen increase year-over-year, and if you do the math, the back half margins will be even stronger of an increase year-over-year. Some of that is business mix, but it also reflects the impact of some of the pricing success that we've had. It reflects the operating leverage that we're seeing in some of our businesses, like our labs. And then, as we've built scalable support functions, we're increasingly able to relieve our operating teams of a lot of the back office support that they were providing. So if you look at our SG&A, you strip out acquisitions, SG&A within operations is flat in dollar terms. And so, we're getting the benefit of operating leverage as well. So all of those drivers are increasing gross margins, and they should continue to improve over time similar to our EBITDA margins.

And the next question comes from an analyst with Stifel.

Congratulations on a successful quarter. Regarding your guidance, you reaffirmed it, but I've noticed you've spent $27 million on Paragon and Spirit since you raised guidance in April, and you mentioned they were accretive. Could you share some insights on what you expect from them in the guidance and what might be offsetting that contribution? Perhaps it's not a significant amount, which would explain why a guidance increase isn't necessary, but any additional details would be appreciated.

It's a great question. Those were small acquisitions, and our aggregate average multiple hasn't changed for those two in particular. However, they were slightly higher than our historical range of mid to high single-digit multiples. Consequently, when you assess their contribution for the latter half of this year, it's minimal and insufficient to impact our annual guidance. At the start of 2024, we were at $90 million to $95 million and increased it to $95 million to $100 million due to strong organic performance and the substantial impact of previously completed acquisitions. We believe that much of the expectation for this year was already integrated into that guidance, and these two transactions were too small to warrant a further increase. Nevertheless, as the year progresses, we may have the opportunity to reevaluate that after Q3.

And just to follow up, it's not related, but with Matrix, the target mid-teens margins, what's left to get it there, and do we actually start seeing that in Q3?

Yes. To reset our starting point, when we acquired Matrix, the business had EBITDA margins of approximately 4.5% to 5%. We recognized significant opportunities for improvement, and now those margins are trending towards the low double-digits and are on track to reach the mid-teens by the end of this year. We are very optimistic about the growth trajectory of that business. The returns for Montrose have been exceptional. The improvements we've made to move from around 5% to the low double-digits involved strategies such as adjusting pricing, enhancing staffing efficiency, and optimizing overhead costs. Most of these initiatives are already implemented, and we are nearing completion. The anticipated increase by the end of the year will simply be a continuation of the ongoing efforts. It's primarily a timing matter, as all the initiatives are already in progress.

And the next question comes from Stephanie Yee with JPMorgan.

Could you give us an update on the renewable service business, how that's progressing? I think you're going to lap the pivot that you started in the back half of last year as we enter into the third quarter this year.

Yes, that's progressing really well. This business is expected to see significant growth from last year to this year. The first half and the second half of this year should both experience nice growth, and we anticipate similar growth from 2024 to 2025. We are re-engaging in that business, which is part of our treatment technology portfolio and involves the same team we have discussed previously. We believe the combination of our water treatment and renewables business is on a strong upward trajectory over the next few years.

And I have a question on capital allocation. So, you've done five acquisitions year-to-date. I think, are you thinking maybe you might surpass your goal of acquiring $10 million in EBITDA in any given year? And then secondly, would you consider buying back your shares at the current stock level then to offset the dilution from more shares outstanding?

Let me take the first question, and Allan, you'll take the second one as well. So yes, we have surpassed our goal this year of acquiring $10 million a year, and the opportunity set ahead of us remains quite significant, Stephanie. And we talked about this in the context of the capital raise. Our selection as a preferred acquirer by many of the companies that we're talking to remains robust as ever. And the opportunity for us to continue adding value for our shareholders and for our business is as robust as ever. So we expect to see continued activity through the back half of this year, and we'll stay close to you as those progresses. And then the outlook for next year remains quite strong as well.

Yes. And on the potential buyback, it's something, honestly, we've discussed internally. But being a high-growth company, that doesn't seem to fit with the thesis. And while we agree this looks like a pretty attractive entry point, it's just not where our focus is, right? The investments in acquisitions have very strong ROIs, it fits with our strategy and thesis. And so, we're going to stick to running the business that way. But certainly something we've knocked around internally.

Yes. Stock price for us, Stephanie, as you know, is something we don't fully control. And it looked like the stock price reacted to the Supreme Court Chevron decision. So we're looking forward to getting back. We were in the midst of a quiet period, getting it back in front of investors to talk through it. And as we mentioned to you, look, we can buy businesses at mid to high single digits. The value that creates for all of our shareholders is contrasted with buying back Montrose stock at even at these depressed prices, mid to high teens multiples. It's ultimately our fiduciary responsibility to all of you, and we'll always make sure we execute on that. But we're feeling pretty good about the plan, and we do think the markets will be rational over the medium to long-term.

Thank you. And that does conclude the question-and-answer session. I would like to turn the conference over to Vijay Manthripragada, CEO, for any closing comments.

Thank you all again for your time, and we look forward to sharing more progress and have a fantastic day.

Thank you. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect your lines.